The Greatest Show Unearthed
by Dr. Darrow R. Griffin
Summary: The mane six have never dealt with true malice or insanity. They are ill-prepared to deal with the horrific legends of Greely Valley Iowa. Even the locals dare not speak of nightmare circus CarnEvil, and shudder at the thought of it's ringmaster.
1. Enter, Stage Left

ATUHOR'S NOSE (because it was my favorite joke from Full-Life Consequences): I'm doing this for the hell of it. I do not plan for this to be taken seriously, and I myself am not taking this seriously.

What follows is one of the most insane crossovers ever imagined. Herein you will see CarnEvil the arcade rail shooter by Midway, and Aero the Acro-bat by Sunsoft. The ponies are here for the narrative and character development.

Without further ado. Welcome to the lower birth.

**The Greatest Show Unearthed**

Chapter 1

Enter, Stage Left

A pleasant morning in Greely Valley. The lovely Iowa town was alive with excitement with children swarming from store-to-store, ready to blow their budgets for the season's festivities. After all, Halloween was only nine days away.

The cool autumn air given a minute edge with the wind characteristic of late October, flowing listlessly through the sleepy town. The trees in the woods surrounding the town were ablaze with an inferno of autumn colors on the deciduous occupants.

A smattering of small cotton clouds decorated an otherwise clear and intense blue sky.

All was happy.

A sedan with a scuffed, dark blue paint job, bent antenna, and worn tires pulled up, taking a space in front of the local grocer and drug store. The driver exited the vehicle and made for the store's entrance, kicking some wet leaves from his Land of Lincoln license plates.

The door clipped a small bell upon opening, signaling the new arrival with musical chimes. An older gentleman with half-rimmed bifocals, brown slacks, a white shirt with sleeves rolled to the elbow, a green apron and thinning white hair emerged from the back room to investigate.

"How do you do, Jacob!" He greeted heartily. "That time of year again, huh?"

Jacob waved salutations to the old man. Though 24 years old, his big-city upbringing could never dull the attitude of the old grocer, nor could he ever turn a mean shoulder to the hospitality and kindness of the small town residents.

"Same stuff, different year." Jacob announced happily. "Accept this place never gets old."

"If you were tens years younger and saw this place every day, you'd sing a different tune." The old man jested. "Going on the usual trip?"

"Of course. Even if the stories are fake, the woods are still creepy." Jacob explained.

"Heh. I should see you with a camera out here, sometime."

"Maybe next year. In the mean time." Jacob drew a small piece of paper. "I've got some shopping to do."

* * *

><p>The cold stone tower droned with electronics and machinery. The grey stonework clashed with the purple and green metal of the machines, most which had forgotten purposes, even to their creator. Every room of every floor stood veiled in a thick mask of shadow cast from snuffed torches and burnt out lights.<p>

A spotlight shown upon a clearing in the center of the room, void only of completed machines, but still littered with parts.

A figure clad in black, and tall… impossibly tall.

It's mythically broad shoulders and muscular physique defined a masculine figure, suited in a tight body suit of midnight blue, complete with black metal armor pads covering his knees, elbows, shoulders, and pelvis in a blatant exhibition of his own vanity. His white boots rose halfway up his calve. His face had brought nightmares to many youngsters, with his round, red nose, pure white eyes, solid white face paint, red hair sticking out in a ring around his head, squeezing out beneath a black, circular piece of metal armor covering his scalp. His edged face was thick, but with lack of flesh or fat, and displaying a large, rounded chin and forehead, separated by deep eye sockets.

The man was a clown, but only barely so, and only on the outside.

His museum of horrors set him high on the skyline and even in the absence of realistically reachable windows and a stage, he knew he perpetually had an audience.

Before him stood a frame with a drawn curtain hanging limply from the top panel. The black velvet draped over the opening created by two vertical poles bearing purple and green candy cane twists sticking upward and outward, like a triangle with the bottom point sawn off. The bottom of the frame was secured, anchored to a fixture of three bright red wooden steps. The same three steps descended from the opposite side, making the palindrome design symmetrically chaotic.

As the clown loomed, circling and obsessively inspecting his creation, he failed to notice a small red figure sneak with swift silence through a uselessly high window opening.

* * *

><p>Trixie dug through the old, crowded storeroom, receiving a face full of dust about every three seconds. The light blue-furred, white-maned unicorn was unable to take even one step without bumping into something or wishing for a spa treatment.<p>

Shoving antiques of varying size away to clutter some other portion of the dry, wooden building, she searched, throwing the weight of her body into the relocation, unwilling to kick for fear of ruining her fresh hoof polish.

_Impossible. There must be something to use!_

In frustration, she screamed out, her horn igniting momentarily, shifting numerous pieces of junk around her.

_I don't care what I have to do, I will find a centerpiece!_

Something caught her eye.

She turned to face a tall crate of drab description and color. Nothing logically should have made her notice it; it was equally bland as everything around it, and no visual triggers should have made it stand out. Yet, she saw it, it and nothing else.

Trixie drew closer, her hooves clopping on the creaky wooden floor with every step. She approached, releasing an elated whinny at the faded red circus lettering.

_The Greatest Show This Side of Forever!_

* * *

><p>Jacob stumbled out the glass doors, struggling to keep his large paper bags from becoming large paper messes, with groceries thrown in for flavor, of course.<p>

_Whoever invented gravity can eat my apple._

Jacob stumbled, losing his footing and his bags. Able to catch one, he watched helplessly as the other…

…was caught mid-fall by an awaiting fan.

"Are you ever going to make two trips?"

Jacob beheld the pretty, blonde, country bombshell known as Betty.

"I just need to grow two more arms." He chuckled.

"You'll master space flight before you master your own pride." She smiled.

Some children ran down the sidewalk toward them, all in costumes.

She still wore that tight and scant shirt with cutoff blue jeans that were barely more than a swimsuit.

Meanwhile Jacob had his blue denim jacket, blue jeans, and black short-sleeved cotton shirt.

_We are so '90's…_

"So." She lowered her voice. "You're going again?"

"Absolutely." He responded, also lowering his volume. "Even if the locals think it's just a legend, it's too much fun for me not to do it again."

"You know, at some point he's going to outsmart you." She warned. "He's not going to do the same thing every time"

"He has so far." Jacob joked. "Old dog, new tricks, you know?"

"Always the showman." She said, her smile fading.

"Hey, I'm not going to just rot." He defended. "I was a good kid for eighteen years. I want to live now."

"You keep bugging him and you won't live very long!" She stabbed back.

Jacob stopped. She cared, he knew she did.

_Why DO I keep doing this?_

"The worst thing in life is to waste it." Jacob said.

Betty coughed out one frustrated but somehow amused laugh.

"What you need is a lobotomy!" She laughed.

"What I need is a scoreboard."

* * *

><p>The twisted clown peered through the frame of his curtain, greeted by the rest of the room on the other side.<p>

_What could be done with this model? How far could I go?_

A maliciously perfect grin gashed his face.

_How far will I push it before it breaks!_

An inhumanly low chuckle emerged from his armored depths, flowing through the room like spilled oil.

_There is no line I cannot cross! No prize that is not mine! I am the greatest performer in the world! I am-_

"Ektor!"

The clown stopped, slowly turning to face his intruder who dared to address him in such a disrespectful manner.

"That's Lord Ektor to you, bat."

Edgar Ektor beheld the three-foot tall red bat clad in his black performance leotard with the obnoxious golden "A" with red bat wings protruding from the sides. His hands were covered with white gloves and his feet shielded by red boots equipped with golden bat wings affixed to the ankles and stretching backward. His trademark red jacket stretching just past his waist also bore the alphabetical insignia of the performer within a black oval.

Beneath the intruder's short black hair and giant ears, his green eyes and white fangs stretched into a defiant grimace. He was ready for a fight.

"Aero the Acro-bat" Ektor mused. "To what do I owe this unwelcome annoyance?"

"You have Aerial." Aero stated bluntly, his eyes never leaving Ektor.

"Aerial… Aerial…" Ektor fumbled with his memory. "Oh yes, the other half of your brother-and-sister act. Whatever makes you think I have anything to do with her disappearance?"

"She disappeared during a five-second blackout in the middle of the routine along with more than half the troupe." Aero stated harshly. "No one else can pull that off but you."

"I'm flattered, really-"

"And I broke out all the other performers on the way up, except for Aerial. Which means you're keeping her somewhere else, likely as a bargaining chip against me." Aero accused, a haughty air of 'gotcha' creeping into his voice. "And now I walk in on you marveling over one of your creations, so you clearly have another plan going on. I may as well foil that one while I'm here."

Ektor's eyebrow twitched, the only indication of a murderous fury his synthetic face would allow.

"Aero!"

The feminine voice echoed through the chamber, the many surfaces making it emerge from seemingly everywhere.

"Aerial!" The bat called to his sister.

"You'll never find her." Ektor taunted.

"Don't count on it."

Aerial dropped from the darkness to land beside her brother, giving a cute bow and striking a pose meant more as an insult than a show.

"How… I…. How… You…" Ektor's mental clarity obscured, his mind becoming violent.

"I'm not totally helpless, you know." Came Aerial's snide reply.

The figurative camel's back broke.

* * *

><p>Twilight Sparkle stood beside the front step of the pink, cake-like Sugarcube Corner sweets shop and bakery. The Pegasus weather team had done another fantastic job clearing the skies over Ponyville and the townsponies were all out and about enjoying the warm and beautiful spring sun.<p>

"Thank you again, Miss Sparkle." Nurse Redheart said. "I don't want it to sound like I doubted your skills with magic, but I wanted to check up just to be safe."

"No offense taken." Twilight replied happily. "I understand it's normal procedure, and honestly, I wanted you to, just to make sure I didn't mess up."

"Of course you didn't! You're the most talented magician in town!" Redheart replied. "Which reminds me, why didn't you tell us you knew healing magic?"

"Well, to be honest, I'd never practiced before." Twilight explained. "I've put statues back together, but that's just a shaped stone. Healing deals with living things, and if I messed up, I could seriously hurt somepony."

"Then I'm just glad you decided to help." Redheart smiled back. "I have to get back to the hospital. The patients and the staff will always welcome you."

You're welcome again!" Twilight called after Redheart as she started her trek back to the hospital.

Twilight's head reared back as she enjoyed the Sun's warming light upon her lavender coat. Her purple mane kept falling just in front of her eyes, persistently annoying the unicorm.

_About time for another trim._

"Hello, Twilight."

The gentle and barely audible greeting broke Twilight from her sun-induced trance.

"Oh! Hello, Fluttershy." Twilight smiled, returning the greeting. "I didn't expect to see you here."

"It was such a lovely day, I had to get out and enjoy it." Replied the pink-maned, yellow-furred Pegasus. As shy as she was, Fluttershy had no trouble talking with her friends, unless there was the off-chance they were fighting amongst each other.

"I'm waiting on Pinkie Pie." Twilight explained. "She's bringing some snacks for a little outing. Would you like to join us?"

"Oh, I'd be delighted!" Fluttershy answered with about as much enthusiasm as her generally kind and gentle but meek demeanor would permit.

"Perfect! I'll grab more cupcakes!"

Both ponies jumped with a start as the over-enthusiastic Pinkie Pie stuck her head out of the door's mail slot to express her spastic delight before withdrawing back into the sweets shop.

"I'll never get used to her." Twilight commented, her heart slowing to a calmer rate.

"I'd just like to know how she heard us." Fluttershy wondered aloud.

"Pinkie Pie _is_ her own law of physics." Twilight mused. "You'll never explain that."

On cue, the pink pony with a pinker mane leapt from the window beside the door and behind Twilight to land on the unpaved but tidy dirt road, laden down with saddlebags that would've made even the strong and sturdy Applejack buckle and stumble.

"Who's up for a party?" She proclaimed with giggly exhuberance.

"I don't think relaxing on a warm day is rowdy enough to be called a 'party.'" Twilight replied.

"Of course it is, silly!" Pinkie explained. "A Pinkie Party is wherever the Pinkie is partying!"

"I understood that." Fluttershy said with nervous surprise.

Twilight couldn't help but laugh. Her friends could always do that for her, brightening even her darkest moods. Even though several of them didn't always see eye-to-eye and argued or fought in the process, after all was said and done, everyone would always laugh about the conflict later.

"O-ho-ho-okay." Twilight interrupted, struggling to control her warmly amused laughter. "Le-het's head to the park."

Pinkie and Fluttershy both nodded in agreement and the group set off for the park, Pinkie Pie bouncing the entire way.

* * *

><p>"Spooky Sam's Ghost Tour will be setting out in ten minutes. There are still open seats on the wagon that can be yours for only fifteen dollars. If you miss this trip, don't worry! Spooky Sam has trips going all night beginning every hour on the hour. There are ghosts in these woods, and no one knows them better than Spooky Sam!"<p>

The announcement echoed from its speakers over the impromptu theme park. Every year the Wilson farm turned into a homey, rural Disney Land devoted exclusively to the Eve of All Hallows, drawing tourists from all around. Everyone, young and old, came clad in some costume, the more elaborate ones bearing a numbered tag to mark their order in the costume pageant.

Wilson only ever planted warm weather crops freeing many acres for the town's creepy capers. His barn was transformed into "The Blood Shed," taking fresh victims in groups of no more than twelve every twenty minutes.

Locals all set up stands and tents where candies, baked goods, knick-knacks, and various gifts could all be found, each with an autumn or Halloween motif or inspiration.

Some years back, the Wilson family even decided to begin investing more money into developing the seasonal attraction, building a house-like structure whose second floor became the horrific headquarters. The first floor filled with merchandise, T-shirts, party favors, and costumes.

The costumes were the major sellers. Not only were the factory-made economy guises available, but for this month-and-a-half, seamstresses, tailors, and dressmakers from Greely Valley and many surrounding towns, all contributed to the collaborative effort of custom costumes. High-quality and made to order, the "Cloth Carvers" made the best costumes in the region.

Along the edge of the woods rested tents, benches, and picnic tables, all occupied with people enjoying cups or apple cider.

Beside a painted wooden sign advertising the forays into the woods, at the very edge of a foreboding dirt road, an old truck with a rickety wooden trailer waited.

A heavyset man in his late 30's with blue plaid flannel shirt, work gloves, and overalls took a long sip of his hot cider before pulling his worn-out jacket over his arms. Ringing a bell, he made his public notice.

"Spooky Sam's Ghost Tour is headin' out!" Spooky Sam declared in his down home drawl. "The next trip's in one hour. Everyone pack up, we're movin' out!"

A few couples, thrill seekers, and even some families with children all clamored onto the old dusty trailer, shuffling and shifting to find comfortable seats on the sparse, flattened pillows. The sun just dipped below the horizon and the full moon had begun to steal the stage.

The truck's engine started and began to hum. The wagon departed. The people all found their places, settling in beside Jacob and Betty who sat on the back of the trailer in silence, as they had for the past thirty minutes.

* * *

><p>The inorganically smooth roar reverberated through the chamber in deafening waves. To the large ears of the two bats, the effect was stabbing and nauseous. Aero forced his eyes open enough to see Ektor look toward his prey and charge forward in a mindless rage.<p>

Aero kicked Aerial behind a what appeared to be a mainframe designed by a colorblind schizophrenic while he drew Ektor's attention. The act was easier said than done with both hands preoccupied with the auditory onslaught.

Ektor slammed a desk covered with electronics and sent it flying toward the grounded performer. Aero just dodged the desk, but an outdated computer monitor shattered against his upper back, sending him to the cold stone floor.

The maniacal strongman bounded through the cluttered passage, horrifyingly silhouetted by the one lighting fixture in the room's center.

_Can't get up fast enough!_

A gigantic, decorative, and horribly inaccurate metal globe with a garish color scheme struck Ektor in the face, rolling him backward in a kinetic pratfall complete with a cartoonish honking of his bright red nose.

Aero followed the mechanical arm holding the planet as he rose to feet. At the controls, he beheld his sister, smiling mischievously and giving a triumphant thumbs-up. Aero returned the gesture with a proud smile.

A twitch out of the corner of his eye snapped his attention back to the fallen freak show. Ektor hopped onto all-fours and kicked off with a single, frightening leap.

"Aerial! RUN!"

* * *

><p>Twilight and Fluttershy strolled down the clean dirt street with Pinkie Pie bouncing circles around them.<p>

Literally.

Everyone was out and about, tending to carts and running their errands. A few restaurants had outdoor tables with ponies enjoying a meal in the sun.

The town gardening services made their rounds, caring for the gardens along the front of near every store and even the ones placed around town as small parks.

"Twilight!"

Twilight followed the voice to her left and saw Spike approaching from one of the miniature parks. The young dragon's purple scales and green spines somehow blended in with the plants and flowers around him. Twilight knew the look of anger on his face, even at that distance.

"Hey Spike." She greeted. "What's wrong?"

"The _Great and Powerful_ jerk is back!" He raged.

Twilight needed no further description.

"T-Twi-light?" Fluttershy peeped. "You look… um… angry…"

"Flutter, I think we should…"

"Girls."

Both Pinkie Pie and Fluttershy froze where they were, eyes snapping toward Twilight and paralyzed with fear.

"I think we have a show to catch."

* * *

><p>"I'm Spooky Sam and I'd like to welcome you on Spooky Sam's Ghost Tour."<p>

The truck slowly jostled its way through the narrow path so rough and uneven it could barely be considered a path.

As lively colored as the surrounding woods were, this patch of forest stood defiantly dead. The locals hated coming out here, saying the trees weren't normal; they were the first to lose their leaves in autumn and the last to gain them in the spring. Their twisted and jagged tendrils wove into a chaotic canopy, blocking out the already darkened sky.

The visibility had dropped to zero. The only hints of where anything was came from the lights of the truck and its attached trailer.

Jacob and Betty exchanged a nervous glance. They knew they were getting close.

"On your left you'll see the tomb of Baron Ludwig von Tökkentäkker, where the legend of Greely Valley all got started."

Snapping at their mark, both Jacob and Betty hopped silently to the dead ground, crouching so Spooky Sam would not notice their departure. When the truck continued on its way, they crept toward the old wooden fence and gates to the legendary burial ground.

The truck crawled further into the woods, Spooky Sam still going on his spiel.

"You all know the legend of Greely Valley…"

* * *

><p>The hulking mass of leather, metal, and clown makeup slammed heavily into the tiny Aero, smashing into knots of useless metal instruments. Tiny metal pieces scattered across the floor, filling the cavernous chamber with the tinny rattling.<p>

A sharp, stabbing pain burned in Aero's lower right back. Ektor's blind rage was clogging his cognitive abilities, as evidenced by his savage, animalistic growling and slobbering foam pouring from his mouth. The clown lost Aero for a brief moment, just enough time for Aero to scramble out from beneath the showman. Aero stumbled behind another mainframe, pulling a small metal rod from his back. The injury hurt, but seemed to be superficial.

Ektor searched in a roaring frenzy for his victim.

"Hey, Ektor!"

Both Aero and Ektor turned to see Aerial at the step of the curtain frame with a control remote in her hand, tethered to the device with a heavy industrial cable.

"What does this button do?"

* * *

><p>"Watch and be amazed as the Great and Powerful Trixie shows why she's great and powerful!"<p>

The obnoxiously third-person pony stood upon her portable stage, deployed intrusively in the center of the town square. A large rectangular object remained covered beside her with a red velvet shroud. A small crowd of ponies gathered around her spectacle, not one smile among them.

Twilight approached, followed closely by Pinkie Pie and Fluttershy. Weaving her way into the crowd, Twilight found, much to her relief, three more of her closest friends were already present, voicing their disgust.

Rarity, the flashy white unicorn with a deep, royal purple mane looked about ready to charge the stage, her hoof scraping the dirt for the attack. The tough and strong orange earth pony, Applejack, made a half-hearted attempt at keeping her friend from a full-on brawl. The appropriately-named pegasus Rainbow Dash, with her sky blue coat and rainbow-colored mane and tail, repeatedly flexed her wings as she always did before a show. Rainbow looked only a hair away from becoming a living missile.

Up on stage, Twilight saw herself if she had no restraint and the magical talent of a first-grader. The unicorn's name was Trixie, a fact she was sure to bring at least twice a sentence. Her coat was a light blue and her mane was pure white, something Rarity had never believed was natural. As if her self-aggrandizing on an elevated platform weren't enough to thoroughly alienate all who beheld her, she wore a purple cape with white stars and a matching hat of ludicrously large dimensions.

It seemed to fit her ego.

Twilight and Trixie locked glares. Twilight was never quick to hate anypony and preferred to find redeeming qualities, but Trixie made it difficult.

"Twilight Sparkle!" said the unwelcome magician.

"Trixie." Twilight replied.

"Come to witness my greatness first-hand?" Trixie asked, staring down her nose.

"I'm here to make sure you don't hurt anypony again." Twilight accused.

"MY skills are far too great to let any harm come to my fans." Trixie said. "Besides, the Great and Powerful Trixie can fell any beast that should threaten her adoring audience."

Applejack emitted an indignant snort.

"Oh, I'm _sure_ nopony could forget how well the _Great and Powerful_ Trixie did last time." Twilight responded, her voice dripping with venomous sarcasm. "Why she nearly fainted dealing with that Ursa _Minor_."

The audience joined in a roaring laughter in support of their local heroine. Trixie seemed affronted, backing up a few shuffled steps as her eyes fluttered about the crowd. Twilight could see the spark of panic in her eyes.

_Just back down! I don't want to humiliate you, but you can't treat others like this!_

Trixie regained her composure with an added edge.

"You _dare_ doubt _my_ strength?" She said. "I'll show this whole kingdom what I can do!"

With one violent flash of her horn, the cloth was flung from the object, revealing a purple and green magic box with a candy cane swirl pattern along the edges of the front opening.

"Have I got a show for you!"

* * *

><p>Jacob and Betty ignited their flashlights, flooding the smothered clearing with light. As the thick ink of the darkness receded, the two saw the tombstones, sticking up at odd angles like crooked teeth.<p>

Except one.

One tombstone stood straight. One tombstone was evenly and expertly cut and crafted. One tombstone was eerily, unnaturally clean, spotless.

It towered above the smaller monuments with its straight edges, perfect lettering, and flowery carving imitating drawn stage curtains.

Jacob cast his light on the stone, illuminating the identity of its occupant: Professor Ludwig von Tökkentäkker. At the top of the headstone rested the sallow skull of a jester whose mouth was agape in a knife-toothed, screaming smile with a single vertical slot in its mouth.

Lowering his flashlight, Jacob reached for the small stone bowl at the tombstone's base and lifted the large golden token into his hand. On it's face it bore the visage of a wide-mouthed ringmaster and decorative words:

ADMIT ONE

* * *

><p>Ektor bounded forward in a hunched, apelike posture. Aerial's eyes flew quickly to one point in the room, letting Aero know she had a plan. The problem with plans is that anything could unravel them.<p>

Aero dashed around another large hunk of metal with lights, jumping toward a table and leaping upward. Grabbing a hanging cable, the bat swung in a narrow arch, releasing the cord in favor of an antenna. The vertical metal rod was just flexible enough to spring Aero into the darkness above the machines.

Coming down hard on his sister's assailant, Aero clung to Ektor's head, punching him repeatedly in the side of the whitened face.

Ektor didn't notice.

* * *

><p>Trixie spun the box so everypony could see and inspect her new toy, even lifting it up to expose its base.<p>

"As all of you can plainly see, I _hope_." She said, the insult raising her audience's temper. "There are no secret compartments. No extra doors. No way out." Nopony liked the sound of that last line. "Yet, as The Great and Powerful Trixie will show you all, with a mere touch of her _glorious_ horn…"

Trixie's horn glowed with a blue flame.

Twilight braced herself. Her heart rate increased. Her veins hummed with adrenaline.

_This magic feels weird. Something's wrong!_

Trixie's horn moved closer to the door.

"STOP!"

* * *

><p>Jacob held the golden disc in his palm. Betty held her breath. So did he.<p>

Righting the coin, Jacob held it vertically and inched it toward Jester's mouth and the slot just past it's teeth.

* * *

><p>Aero continued pounding his fists into Ektor's head to no avail. The monstrous clown continued toward Aerial and the frame.<p>

Aerial took a running start from the platform, dropping the control and taking off.

If this bastard weren't moving so much, I could go for a different point!

As it was, Aero's grip struggled just to stay on his target.

_If I let go, I'll never be able to catch up again before he gets Aerial._

Aerial, true to her name, took off with one powerful beat of her wings and vaulted over a knot of metal pipes and landed on top of an amorphous contraption.

Aero relinquished, rolling into a braced position. Ektor crashed among the mass of pipes and wires and began thrashing to free himself.

Aerial leapt overhead and made for the door, flying over the curtain frame in the center of the room. Taking the hint, Aero stood and sprinted after his sister.

Pipes and other objects began flying past him from behind.

_He's throwing stuff!_

It was then that Aero realized when Aerial had dropped the control, the frame had activated. A deep blackness that drew light inward around it was now contained within the borders of the frame.

Aero chanced a glance back.

Ektor slammed into him, taking the tiny bat in one massive hand and continuing in a straight, uninterrupted line like a juggernaut.

They were headed for the curtain.

* * *

><p>Trixie's horn ceased to glow as she scanned the crowd. The crowd itself had all turned toward the lone protestor.<p>

Twilight bumped and shoved her way to the front of the crowd in a panic.

"Trixie, please!" she begged. "That magic feels wrong!"

The haughty unicorn on stage scoffed.

"Just because you can't muster the courage to try this, doesn't make you any stronger!" Trixie shot back.

"It's cold and angry." Twilight said. Her voice was dead serious, her expression a grim plea. "It felt like a pillow was held over your face when you worked with it alone."

Trixie's confident smile faltered and she looked nervously at the box.

_I'm getting through! Please, please stop this!_

Trixie straightened up, her determined glare burned into the crowd.

"I will _NOT_ take second chair to brainy, little, _wimp_!"

Trixie's horn burned with the magical blue blaze.

* * *

><p>Jacob's arm crept the last few milimeters toward the coin slot, his arm muscles tensed, ready to withdraw at a moment's notice.<p>

_Come on, you little bastard, I know you wanna…_

"Showtime…"

* * *

><p>Aero writhed and fought, clawing and kicking everywhere he could, vainly trying to break free of the giant's grip.<p>

All at once, he felt like he was floating through a smothering cloud. In a flash, the curtain disappeared, and the two grappled in an oppressive void.

* * *

><p>Trixie's horn swung and stabbed at the wooden box, transferring the fire into the door.<p>

* * *

><p>The token slipped free and disappeared down the Jester's throat.<p>

The stone bust's eyes lit up and it's jaw snapped shut.

Jacob pulled his hand back and retreated several dozen feet.

The skull shot into the air with a cackle and a shower of purple and gold sparks.

The carnival had come to town.


	2. Not In Kansa Anymore

Chapter 2  
>Not in Kansas Anymore<p>

The bat and clown continued their tumbling struggle with every fiber, every sinew of their being to subdue the other. Bruises gradually covered more and more of Aero's body and face while cracks began forming in Ektor's artificial face at an agonizingly slow rate.

The void, for lack of a better word, was a tornado of colors and sounds; mostly pink and black with a smattering of warm colors here and there, accompanied by a cacophony of indiscernible sounds, always just beyond the reach of definition.

Ektor grabbed Aero's wrist. Aero spun and delivered a heeled kick to Ektor's jaw.

Aero couldn't be bothered to think about how long they'd been like this, or how either would get out. He was far more concerned with the hulking freak trying to smash his skull open.

Through the struggle, Aero caught a glimpse of a strange uneven shape tumbling through with them. Glancing away from Ektor, Aero saw the curtain that brought them here just in time for it to swing hard to the edge of the tunnel and disappear in a flash of yellow.

_Well that's ominous._

WHAM!

Aero took a sharp, hammer-like blow to his cheek, and beheld a bright, sky blue light swallow both performers whole.

The box ignited, burning and sparking with the narcissistic unicorn's blue magic.

How much magic did she put into that?

The entire crowd backed nervously away, lightly jostling Twilight as she stared, transfixed on the magic item. The blaze was like stepping into the sun from a dark room. As much as the blinding light hurt Twilight's eyes, she continued to analyze everything that was happening in some remote hopes of stopping it.

With a concussive boom she felt in her chest and stomach, Twilight was knocked back in a shower of dazzling sparks and embers. Her head swam with colors and abstract shapes, laced with muffled, almost musical sounds.

Twilight slowly became aware of pressure on her left side. From this, she translated she was on her side. Her vision consisted of two blurred masses of white and yellow, struggling for attention. A giant blue shape bumped the other two out of frame.

Twilight's senses righted themselves at an increasing rate and as her vision sharpened and her ears cleared, Twilight beheld the magenta eyes and blue face of a concerned Rainbow Dash. The pegasus pony breathed a sigh of relief, as did many other ponies outside Twilight's pegasus-blocked view.

"I-i…" Twilight vocalized weakly, suddenly aware of how sore her chest and leg muscles were. "Is everyp…everypo…ny a-alright?"

Rainbow Dash gave a short and nervous but relieved laugh.

"She's okay!" Dash announced to an unseen crowd who in turn cheered, relinquished captive breath, thanked Celestia, or some combination thereof. "Worry more about yourself. Everypony else is."

"You! Go find Nurse Redheart! Tell her we have ponies hurt and in need of medical attention!"

"Is he alright?"

"Ah've got no idea what he even is!"

"Oo! I love guessing games! Or is this a puzzle? OH! A guessing puzzle game!"

Twilight pushed at the ground and attempted to stand. The soreness had reduced to a dull ache and her listing balance prompted Dash and Rarity to brace her from both sides and keep her steady.

"Oh, be careful over there!" Rarity warned. "He could be dangerous!"

"Pfft! Dangerous? He's dressed like a performer! See?" Pinkie said.

"Oh my. He looks hurt. We have to do something about these bruises and cuts." Fluttershy, ever the maternally-oriented veterinarian and medic, assessed the red and black heap on the ground before herself, Pinkie and Applejack.

Twilight took a shaky but still stable step forward with both Rarity and Rainbow Dash supporting her.

"Easy, now!" Dash protested.

"I'm doing better." Twilight stated with increasing confidence.

The mass stirred and revealed itself to be, as Pinkie Pie already and correctly indicated, a circus performer. Fluttershy poked, prodded, and rubbed various sites of injury as she did when checking for serious damage.

"Nothing broken, yet." She announced, pleasantly surprised. "I thought I'd hear mor-"

"OW!"

Everypony jumped, even the crowd who gasped in response. Fluttershy skittered backward and cowered behind AJ, who in turn had taken a braced stance.

The performer strained and groaned as he fought his way into a sitting pose, stretching two large ears and wings. Clutching his head, he appeared to have lost no motor function and by his expression, easily felt every wound and blow he'd sustained. Cracking an eye open, he looked at his impromptu audience.

"You alraht?" Applejack asked.

"Yeah… I think so… feels like I've been hit by a train, though." He answered. He gave a sharp gasp, his eyes widened and frantically began searching in every direction. "Where is- AH! Where is he-AH!"

Fluttershy leapt into action, an act difficult to comprehend in the context of the soft and demur pegasus, and eased the bat.

"Don't move, lie down." She urged, but the bat would have none of it.

"Where's who? Who are talking about?" Dash demanded.

"What do you think you're doing? Don't you dare ignore me!" The unmistakable voice of the unlikable Trixie came from behind the torn curtain of her stage shortly before she did. A tall bipedal giant took center stage and scanned the surroundings with blackened eyes. At least Twilight thought they were black, it was difficult to tell at this distance. "Trixie demand-"

The giant, who would have physically looked down at even Princess Celestia, simply and literally booted Trixie from the stage. The half-hearted kick didn't look strong enough to any damage, though it did wind Trixie and cause her to stumble to keep upright.

"You'll demand nothing, mule." He threatened.

Everypony gasped upon hearing the derogatory remark, instantly earning the behemoth the hostility of all present, even in defense of the reviled Trixie.

"Him…" The bat said, voice strained by horror and fear. "Run, all of you. I've go-HAARGH!" He tried to stand before his body answered, Fluttershy immediately supporting him and softening his fall.

The sound of pain instantly drew the monster's gaze. He smiled sadistically and stepped from the stage as easily as walking down stairs. He menacingly made his way for the fallen performer, ponies scattering and fleeing in his path.

"Aero… _lovely_ to see you again…" He grinned venomously. "I have clear eyes again. That means I'll enjoy breaking every last bone in your filthy little verminous body!" Twilight noted the giant's voice had gone from unnaturally smooth to a rough sandpaper sound with the last statement.

Applejack launched forward to engage the invader. Picking up momentum, AJ's galloping charge ran to meet the steady stride of the mannequin-like threat. The statuesque creature swung his enormous boot with full-forced kick that could easily kill with a single strike. AJ moved like she'd been expecting the attack, hopping up onto his foot, leaping up to his thigh, and finally vaulting into his nose delivering a trademark buck to his face. One hoof hit his cheek while the other honked his nose.

Surprisingly, that was no exaggeration.

His nose honked, loud and clear. Pinkie, who seemed to be fighting with herself as to whether or not she wanted to enter the fray, won the fight when the celebratory beep brought a smile to her face.

"Oh my gosh, HE HONKS!"

Twilight thought Rainbow had made up the stories of Pinkie racing across great distances on hoof faster than Dash could fly. After witnessing with her own eyes the speed at which Pinkie ran to squeeze the bright red nose, she vowed to be less skeptical of Dash's stories or Pinkie's unique physics.

With a burst of confetti and a pop like a firecracker, Pinkie Pie leapt up past a swinging fist as big as she, and bopped the bright red sphere with her front hoof.

The contagious amusement spread among the crowd, Twilight, and her friends. She even felt Rainbow and Rarity laughing along with her.

"Hey, Dash." Twilight said, slyly. "I think I can walk on my own, now."

"What?" Dash looked over at the purple unicorn, who cast hinting glances toward the action. Dash's gears visibly worked.

"Ugh. Go fight."

"Uh, that's not…"

"SWEET!" exclaimed Dash before streaking towards the fight.

"Don't make him mad!" Aero protested through clenched teeth and stabbing pain. "He gets mad, he could kill all of you in seconds! We have to force him back through the box!"

Twilight tensed. Aero's fear told her all she needed to know. This clown-thing was dangerous and could not simply be overpowered.

"Okay, how do we use the box?" Twilight asked. Aero's panicked expression scared Twilight just as much.

Now feeling back to her usual steady self, Twilight galloped toward the stage where Trixie still leaned against the wooden structure. The chance was slim, but she had to try first.

"Trixie, we need you to use the box again."

The blue unicorn responded first with an incredulous and indignant chuckle and cocked brow.

"The Great and Powerful Trixie will nev- hey! Get back here!"

_I knew it was a long shot. How to work this…_

Even before she asked, Twilight was thinking about the inner workings of the mysterious prop. Drawing nearer, she could feel the flow of the magic throughout the box, something she doubted Trixie had paid any mind, provided she could feel it at all. The energy felt like a teleportation spell with a fixed start point. From this, Twilight deduced the box must be a gateway with no set destination, allowing a stage performer to send their assistant or volunteer elsewhere without visibly using magic.

_Re-guided teleportation. I can do this!_

Twilight looked over her shoulder to check on her friends and their struggle. The only one not fighting now was Fluttershy, everypony else having leapt into fray, swarming the killer clown from another dimension with pummeling hooves and sharp blows.

"EVERYPONY! BRING HIM OVER HERE! THROW HIM IN THE BOX!"

True, he was easily twelve times larger than the box in question, but that didn't stop him from coming out of it in the first place.

Pinkie, Rarity, and Applejack's gazes all snapped toward Twilight's order while Dash continued relentlessly striking but changed her angle accordingly. Aero, appeared to perk up and stand. His wincing conveyed lingering pain and spurred Fluttershy to try and stop him. Rarity began using her magic to try and grapple the clown's leg and lift it, forcing him backward as Dash used her flight to deliver an endless sequence of acrobatic strikes to his face and chest. Just as AJ attempted the vaulting buck again, the monster greeted her with a clenched fist, knocking her several dozen feet and tumbling to the ground.

Upon seeing her friend fall to such a horrendous act, Fluttershy got 'the look.' Her face became a raging mask of hate moments before she too joined the attack with equal ferocity to Dash.

Spike and Pinkie both controlled the stumbling, thrashing giant with bursts of flame, fireworks, and confetti. AJ had gotten back up and began the assault anew with Aero still stumbling to catch up.

"EVERYPONY ELSE! STAY BACK!" Twilight bellowed to the bystanders who seemed to be empowered by the display and about to join any second.

Pleased with the steady progress the attack was making, Twilight turned her attention to the box. Igniting her horn, she started feeling out the magic workings of the chest. She picked it up simply and quickly, though her own impressive skill was not entirely responsible.

_Something's… guiding me…_

Attempting to put something ethereal to words was difficult, but Twilight felt she was in a dark room with a light being shined everywhere she needed to apply her attention in the correct order.

The scuffling drew nearer. The box began to glow.

"No you don't"

_NO! Stay back!_

Trixe pushed against Twilight's flank and attempted to muscle her out of the way. Twilight responded in kind as best she could.

Aero had caught up, just as Spike was knocked reeling from a random kick.

Fighting her own maternal instinct to go help her little dragon, Twilight fought to retrace the origin of the creature and Aero.

All at once, it happened.

Trixie's magic stabbed into the box, sending chaos and panic through Twilight's careful calculations.

With a final push, everyone went right into the rapidly expanding blaze of magic from the box.

The next thing Twilight knew, she was tumbling.

Jacob and Betty watched in tense amazement as the ground all around them shook and tore. Great fissures opened up in the dried earth while tents and signs erupted from the depths. Spotlights, flares, fireworks, and the glow of thousands of lighted signs burned the darkness back.

The concession stands arose with their rancid wares. The gigantic Ferris wheel, the Big Bunyan Ride, invaded the skyline. The Chamber of Horrors grew from the forest floor into its medieval brickwork castle-like structure. The old Victorian Haunted House sprung up on the usual high hill and tracks for the Slay Ride wound all throughout the park. Above them, the oblong airship with its bat-like fins and stabilizers rose to its normal spot above the Big Top Tent.

An unexpected flash made both Jacob and Betty jump. It looked like ten or so objects just landed in the park with the grouping of a shotgun, two of them landing nearby.

Exchanging a nervous look, both adventurers ran to investigate a fallen black and red figure.

Twilight shook her dizziness aside and rose to her hooves from the damp, muddy ground. The mud caked into her coat and completely covered her hooves, as well as staining her cheek. Her eyes beheld the striped and brightly-colored tents and signs of a great circus all around her. The ground swelled and quaked, still in the process of belching up the attractions and housings. To Twilight's astonishment, a wood and metal building rose before her with red and white vertical stripes along the bottom and red and gold lettering at the top reading "Shooting Gallery." A sign down either side displayed what appeared to be skulls of a mother, father, boy, and girl with the grotesque words "Fun for the Whole Family!"

The questions as to where she was, what was happening, and why did they use a language common in Equestria, all took a back seat to the shadowed figure who stood in no such way Twilight had seen before. It was tall and slim, and stood upright like a minotaur, but with no hunching or slouching at all. Its gaze was perpendicular to Twilight and it appeared not to have seen her. Hurriedly, Twilight ducked behind a weighted barrel beside a tent and observed the figure through the narrow space between the barrel and the blue and red tent.

Fear burned her veins and mind, forcing her to cower like a little foal. Her breathing was sharp and heavy, her muscles tight and braced, her eyes wide and scared.

The figure threw up its arms like a speaker would to address a crowd and spoke in an aged and educated voice with deliberate articulation and an accent.

"Velcome to CARNEVIL!"


	3. We're All Mad Here

Chapter 3

We're All Mad Here

_How many times have ve done zis?_

The eight or so cathode ray television monitors cast dancing shadows from their flickering black and white displays. Fuzzy overhead images from all around the cruel and crazed park displayed through sporadic static on the rounded, rectangular screens. The pale, colorless light created thin but bold shadows from every minute imperfection in the room and revealed the dulled patches on the ornate wood where the polish had worn thin.

Aged and antiqued brass switches, knobs, and even some gold-plated decorative trim and accents, livened the furniture and obsolete devices. Anatomical diagrams of several species hung in fine hardwood frames at points through the room. One displayed the human head, skull, and brain. Another detailed the muscular, circulatory, and skeletal systems of a gorilla. The third diagram showcased a composite horror built from pieces of no less than thirty different animals, both internal and external.

In the center of the room, in a chipped wooden throne on a swivel fixture with padded velvet cushions, sat a thin and elegant man, rubbing his temple in exhausted frustration.

_Tventy times? Thirty? Have ve reached ein hundert yet?_

Yellowed and crooked teeth gritted through an exasperated sigh.

_My life's vork… turned into a _game _by a rotten brat!_

Calculated rage and a deep, personal hate oozed through the command center.

"Sir! Sir!"

_Nein… nein…_

"Baron! Baron Tökkentäkker!"

"Nicht jetzt, Umlaut…"

"Sir!"

"I said not now!"

The blade-toothed jester's skull, Umlaut, entered through a window, yellow and purple collar spinning like a propeller.

"Baron! Have you seen?" Umlaut excitedly asked.

"Ja… I haff zeen… Ze little monster is back in _my_ circus…"

The jester's bright red lips curled into an exaggerated and gouged smile.

"There's a _surpri-ise_…" Umlaut sang.

With all the vim and vigor of an inebriated slug, the exhausted ringmaster turned to peer at the television array.

The sight nearly made his heart beat.

In addition to Jacob and Betty, CarnEvil had a number of new guests tonight. A small red bipedal bat with pre-existing injuries was already being approached by the couple. A nightmarish clown strongman took a seat in the food court and, by the hand over his face and slumped posture, was clearly dizzy or in some way disoriented. A number of tiny equines were also gathering their bearings, with one already being pursued by a number of horrors. Some strange curtained frame also crashed into the Museum of the Slightly Curious, knocking several of the displayed items to the floor.

_Most intriguing..._

Most of the new arrivals were still confused and hiding, but the gigantic clown with Herculean build drew attention first. His dark and malevolent features made him come across as a villain wherever he had originated. The stark differences from the tiny ponies lead the Baron to believe he was from a different world, but similarities in basic body structure suggested he was from the same world as the bat creature, though without confirmation, it was still only a guess.

In any situation, tonight had gotten interesting.

"Umlaut. I haff zome new guests to greet…"

The entire audience, almost half of Ponyville, had witnessed the disappearance of the biggest national heroes in a flash of light and sparks. Panic and fear ran thick. Nopony knew what had just happened or where any of those involved had gone.

Spike the dragon grew especially worried when none of his friends could be found. The young dragon ran everywhere, looking behind the stage, under the stage, in chests, and anywhere anyone may be hiding or trapped.

All efforts to no avail.

It helped that he was not the only one investigating, but it did nothing to ease his fear and nerves. The Mayor had called for local police who had already begun talking to witnesses and securing the site of the incident.

Panic blotted his mind. This was not a common sense situation with which Spike had experience, this was a full-fledged catastrophe and the young dragon had no worldly clue how to even start.

_Who- Twilight- how- clown- help!_

In the closest thing to clarity his racing mind would allow, a single good thought surfaced.

_Princess!_

Spike sprinted back to the Library as fast as his stubby legs could carry him.

He had a letter to write.

Jacob and Betty crept closer to the small heap with big ears. The thing looked like it walked on two legs and had human-like hands. Whatever it was, it was here, and the two adventurous youths had yet to raid the shooting gallery.

"_What the hell is that?_" Betty whispered.

"_If it's not dead, it will be_." Jacob quietly answered.

"_I don't think it's a monster._" Betty said.

"_Are you kidding? Look at it! It's a creepy little rat!_" Jacob said.

The thing lifted its head and stared at them, causing them to freeze in place. Several seconds of tension went by before the thing spoke.

"Can I help you?" it asked.

"You can talk?" Betty asked.

"Yes. I can hear, too." It answered, wiggling its ears and cocking an eyebrow.

"You could hear us?" Betty asked, glaring at Jacob.

"Every word." It said.

Betty stabbed Jacob with her eyes.

"What?" Jacob asked indignantly. Betty continued to glare daggers. "I wasn't really gonna… unless he attacked, but… oh you know!"

"Humble little thing, isn't he." The bat thing said.

"_I_ apologize, even if he _won't_." Betty said. "My name is Betty, and this is Jacob."

"Pleasure to meet one of you, at least. I'm Aero." Aero's demeanor lightened. "So, uhhh… where are we?"

Betty began to answer until Jacob interrupted, breaking into a well-rehearsed spiel, complete with exaggerated body movements and theatric delivery.

"We're in CarnEvil!" Jacob proclaimed excitedly. "A psychotic carnival of horrors, filled with the stuff of fucking nightmares! All run by the insidious and depraved Professor Ludwig von Tökkentäkker!"

Jacob's short albeit energetic monologue was met with only raised eyebrows and confused silence.

"Does he do this every time?"

"More often than I'd like him to."

"Hey! I've beaten this carnival so many times I lost count!" Jacob defended.

"Not too tough when you know everything before it happens." Betty shot back.

_Is she challenging me?_

The thought that Tökkentäkker indeed had been doing the same thing with only minor variations was strange, but the results spoke for themselves: the Baron had died dozens of times, while Jacob hadn't died once.

"Oh it is on! Let's get to the Shooting Gallery!"

"Hands off me, you cur!"

Rarity galloped through damp dirt paths, weaving through and around grotesque displays and sideshows. The signs' advertisements went unnoticed to the proper and refined Rarity as she fled more than a half-dozen twisted abominations.

The things were living jokes and sickening sights to behold. They seemed to have heads at both ends and four appendages serving the roles of both arm and leg. Rarity found their faces to be unsettling to say the least. Their wide eyes, narrow pupils, absent irises, and gap-toothed goofy grins and laughs all struck her as unnatural, like a joke about someone, rather than the person's actual demeanor and appearance. Despite her reaction to the appalling, trollish visages of her assailants, the fact each brandished a wooden cudgel without discrimination as to what was smashed, forced Rarity to forget the physical characteristics in favor of panicked flight.

The white unicorn's sky blue magic snared and threw any possible thing to hurl at the brutes. A garbage can knocked two down only for them to simply flip vertically and continue as if nothing had happened. The term "upside down" did not apply to something that had two tops and no bottom.

Straining to hold so much ammunition, she grabbed four separate benches, two more garbage cans, three signs, and a wooden door, and with all her might, heaved the mini arsenal at the creatures. All of them went down and seemed too dizzy to get back up immediately. One, however, lurched from the junk heap, swinging its bludgeon wildly.

Rarity, unused to such magical exertion, fought to tear a red curtain from the "Bearded Lady" show. As she flung the curtain, she uncovered the star of the show…

The Bearded Lady, reclined on her sofa, showing her bleached bones and thick brown hair and beard on the filthy skull, along with the greasiest, filthiest, ugliest blue muumuu Rarity had ever seen. Horrified by the sight, Rarity shrieked, stumbled, and missed with the curtain which fell to the dirt ground.

The thing swung its club straight down toward Rarity's head.

Momentarily forgetting finesse, Rarity used her magic to grab the club and the arm that held it. The two struggled to overpower each other, forcing back and forth with simple brute strength.

Blackness crept into Rarity's peripheral vision, her forehead and horn tingled, and her whole body felt the sensation of floating.

_No… not here… help…_

The thing reached forward with its free hand.

"Hands off!"

An orange and golden thing hit the monster with such force, the cracking of bone sounded loud in the night. Instantly, the creature dropped. The abrupt end to the struggle caused Rarity to stumble forward into the dirt where she could do little more than watch Applejack and Rainbow Dash brawl it out with the things that had begun recovering and renewing their attack.

Applejack jumped between two of the freaks, stomping on the lower hands of one with her front hooves and bounced backward to buck the second in the gut, or at least where Rarity guessed the gut was. The second horror groaned and toppled while the first… giggled…

The sound was without question a stupidly happy laugh with that guffaw from the back of the throat that foals usually ridiculed. The laugh, the deficient smile, and the morbid conjoined bodily structure all pointed to them being the result of engineering, possibly surgical in nature.

_No! Don't be silly! Nothing is that sick!_

When Applejack let the first one go, it stumbled back and flipped again, readying its injured hands for the fight while the good hands took up walking. Rainbow Dash, who had been battering three of the wretches with flurries of hoof strikes, rocketed into the second face and sent it spinning end-over-end into one of the trash cans Rarity had previously thrown, where the monster stirred and flailed but did not get up.

Dash immediately went right back hammering down multiple attackers at once, raining down quick hits with her hooves like a hail storm. Blood dripped and splattered from the freaks as wounds opened and tore. Applejack ended several more fights with well-placed heavy blows, again eliciting cracking noises here and there. The nauseating sights and sounds urged Rarity to close her eyes, but she needed to watch her friends in case something happened and they needed her. The constant gag response made the chore difficult, however.

Her body had recovered from her overuse earlier, and she now stood, waiting for a chance to hit something with something else.

Somehow the fight ended in seconds with the two brawlers standing amid seven of the twisted nightmares. AJ and Rainbow Dash approached, both with sweat-dampened coats and heavy breath.

"Y'alraht, Rarity?" Applejack asked.

"I'm fine, yes. Thank you both." Rarity replied, gratefully.

"Try getting into trouble more often! That was so awesome!" Rainbow chuckled.

"Naw, it cain't be safe here. We gotta go." AJ said, quickly picking a direction and going with it.

"Aww, can't we wait for reinforcements?" Rainbow whined indignantly. A glare from both Applejack and Rarity made the pegasus follow, grumbling along.

Rarity stopped and looked back to the attackers.

"Rarity?"

The curiosity ate at her, disturbing though it was.

"You comin'?"

_A lady never looks at such things!_

"You kidding? She dragged me away, now she's going back?"

_This may be important, though…_

Rarity galloped back, approaching one of the fallen that appeared to have lost consciousness. Trying not to look at either of the bloody faces or other injuries, she grabbed the thing's leotard with her magic and ripped a one foot opening vertically at the middle. Looking in, she found her answer.

Rarity turned, heaved and vomited right there on the ground.

"Oh man! Jeez! That's sick!"

"Rarity! The hay are you doin'?"

Closing her eyes and focusing on fighting back another round, Rarity hurried past her friends.

"Let's go. Now."

"What happened? What'd y'all see?"

"Later. Leave."

Twilight carefully examined the booth before her, or at least as carefully as she could given her gnawing fear. Concentrating under pressure was difficult in any situation, she didn't care what adventure stories said.

_The Daring Do books make it seem so easy Well, everything was easy for Daring Do…_

True, she had figured out the curtain thing during a surprise clown attack, but there was an anchor of security. They were in Ponyville and surrounded by her closest friends and many others she knew and liked, all of whom would come to her aid if need be. Here?

Here was terrifying and unknown. Here was scary and intimidating. Here did not like trespassers. Here did not like her.

Twilight's ears always pointed away from her line of sight, trying to detect any sort of approaching danger. In unfamiliar and hostile territory, that threat could come from literally any conceivable angle, and that was the thought gnawing at Twilight as she tried to examine the Shooting Gallery.

The caricature depictions of skeletons seemed to be making fun of death, a thought that sickened Twilight. The smiling skulls of the dead children struck her in a primal way, causing her chest and lungs to tense as one does before sobbing.

In the front, a heavy tarp curtain hung over what must be an opening. The curtain itself had red and yellow lines emanating from the center, visually drawing attention to a large blue circle with white cursive reading "Fun for the Entire Family." Across the curtain's bottom lay a black bar with blocky white letters spelling "CLOSED."

The building must have significance if it stood out this much. None of the other tents had this many colors, lights, or advertisement.

_So what is a shooting gallery and why is it important?_

Twilight knew full well where her answer lay, and took the first steps toward the curtain.

A crash behind her made her jump into the air and whirl around only to be knocked down by some tall figure rushing past her. Stumbling, Twilight put distance between her and the intruder before looking back.

They were nowhere to be seen, but the waving motion in the curtain told her they had gone into the shooting gallery.

The lights ignited and an old vinyl record of calliope music ground sluggishly to life. The curtain rose to reveal a bipedal figure of a species unknown to the unicorn, clad mostly in blue, standing on the counter at the mouth of the gallery, and holding a long and oddly-shaped tube.

The creature moved something on the tube, causing a loud set of compounded clicks.

"Step right up!" It said in dark sadistic glee before pointing the tube at Twilight.

Not knowing what the implement was did not matter to the young mare. The demeanor and actions of whoever or whatever it was told her two things: it was a weapon, and she was the target.

Acting on impulse, Twilight flashed a bright purple, teleporting off to her right somewhere. The weapon erupted with a loud boom and caused an explosion in the dirt behind where she had been standing.

_Projectile! Dodge!_

The figure readjusted its aim. Twilight teleported again, this time to the opposite end of the clearing, and again narrowly escaped the boom. The attacker jumped from the counter, turned to face the purple unicorn, and charged. The bloodlust in its eyes set her nerves ablaze.

Abandoning rational thought, she ran. Weaving left and right, she somehow dodged three more of the invisible projectiles before tripping over a loose rope she should have seen, and falling into a tangled, writhing mass of panic.

Somehow shuffling behind some barrels, Twilight's mind raced a mile a minute, trying in some vain hope to escape.

Another of the plural clicking sounds bit the night air.

"Gameover, bitch!"

Tears burned and blurred Twilight's eyes.

"Stop!"

Steps drew closer.

"She's with me!"

Another set of footsteps came running.

A grunting noise, followed by faint ratting of metal and a brief skirmish could be heard.

"I said, _she's with me_. Cool it."

Silence from the other side of the barrels followed by angry whispers, followed by more silence.

Twilight's shuddering breath rattled from her trembling lips and tear-stained, dirt-smudged face. She sat, huddled behind laughable cover and waited for… anything. Specifics were not foremost in her thoughts at the moment.

"Hey, you okay?"

The voice was gentle and familiar. Twilight recognized it as Aero.

"He didn't hit you, did he?"

"No, I don't think…"

A pause.

"I'm going to come around the barrel. Is that alright with you?"

"Yes."

The red bat calmly and quietly crawled around the side of the barrels and took a semi-cross-legged seat before Twilight. The two said nothing for a moment.

"It's okay. He's getting chewed out by his girl for this. I wish I had popcorn for the fireworks." He joked. Twilight chuckled.

"Thanks for stopping him." She said. "Your name's Aero, right?"

"How'd you know?" He asked.

"I heard the clown say it." She explained. "My name is Twilight Sparkle."

"Pretty name." He said. "So, Ms. Sparkle, what do you do for a living?"

"I run the library in Ponyville." She explained.

"A librarian. Do you have a favorite genre?" He asked.

"I like non-fiction and historical documentaries." She started. "I also love a good adventure story. Mysteries can be good, too. Fantasy and science fiction are fun, but so is horror."

"So, your favorite genre is Yes?"

Twilight laughed louder, the tension and fear loosening their grip on her lungs.

"I guess you could say that!"

"I imagine a librarian doesn't see too much excitement or danger."

"Oh, you'd be surprised." Twilight practically bragged. "My friends and I saved the world three times, and we have memorials to prove it."

"I guess this must be different, huh?"

"Well… yeah…" She said. "The other things I understood, but this? I have no idea what any of this is. I don't know the rules. I don't _know_. I'm not used to that."

"You've never seen a gun before."

"Is that what attacked me?"

"No, but he was using one. The loud boom is startling if you're not used to it."

"I forgot I could teleport." She laughed, half ashamed of her folly and half mocking herself because of it. "A spell I mastered years ago and I forgot I could do it."

"Panic does bad things to your mind. I'm a circus acrobat. Part of the job entails calming my own nerves and helping others deal with theirs. If any of us see someone else panicking, we have to step in and help." He explained.

"Thanks."

"You good to go?"

"Yes."

"Okay. I swear, I'll gut him if he takes another shot."

Twilight stood and disentangled herself with her magic and Aero's help. Aero, still suffering pain in his own leg, leaned on her shoulder for support as the two stepped into the open.

Twilight saw two of the things now, but they looked much nicer now that they weren't trying to kill her.

"Twilight, this is Jacob and Betty. Guys, this is Twilight Sparkle." Aero introduced.

Betty stepped forward to greet the unicorn, but stopped to glare when Jacob started laughing.

"Twilight Sparkle? Sounds like a body glitter, or no, a wood finish!" he mocked.

Betty knocked him in the head.

"You almost killed her, the least you could do is apologize!" She scolded.

"I'm really getting tired of him." Aero scowled. "Say the word, and I'll break his kneecaps."

"Maybe later." Betty answered.

"Just letting you know, that's an open invitation." Aero said to Twilight, making her snicker.

"I'm sorry if this sounds rude, but I've never seen anything like you guys before." Twilight said, tilting her head quizzically.

"We're what you can call humans." Betty replied. "Your horn, I'm guessing you're a unicorn?"

"You have unicorns here?" Twilight said with excited surprise.

"Only in really old stories." Betty said. "But they don't have such pretty colors."

"Oh thank you!" Twilight smiled. "Do you also have pegasi and earth ponies?"

"The Pegasus is also just in stories here, but what are earth ponies?" Betty asked.

"Earth ponies can't fly and don't have magic, but they're usually strong and inventive." Twilight explained. "If we can find my friends, you'll meet some.

"That sounds like a good idea." Betty suggested with an approving nod from Aero. "I guess you could say humans are like earth ponies."

"I know I am!" Jacob butted in. The apparently vulgar comment warranted another whapping from Betty.

"I think I saw them land around the park. _We should go find them_." Betty said through gritted teeth to Jacob.

"Okay, let's go…" Jacob grumbled.

"So where are we, exactly?" Twilight asked.

Jacob took a deep breath only for Betty to step behind and wrench him into a choke hold before he could speak.

"No! Bad!" She scolded again. "This time we say exactly what's going on. No song, no dance."

Relinquishing her hold on Jacob, Betty continued to stare him down.

"Fine." He said indignantly. "This place is called CarnEvil. It's ringmaster is a psycho named Professor Ludwig von Tökkentäkker. He's a real piece of work."

"He's got a sick love for messing around with living things." Betty began. "He'll use whatever's at hand. You might not be ready for what he's got."

"Has he ever attacked anyone outside?" Twilight asked, thoroughly appalled by what she was hearing.

"No, he can't leave the carnival grounds." Betty said. "It's part of the curse."

"There are no such thi…" Twilight cut herself off, realizing her folly.

"Maybe not where you're from." Jacob said. "Story goes, back in 1898 CarnEvil was a traveling carnival, much smaller than it is now. It set up here in the woods and scared the crap out of the townsfolk. One night, a fire started. Nobody from town came to help. Nobody came at all. They all just left the carnies to burn."

Twilight gasped in rigid horror, bringing a hoof to her mouth, tears welling in her eyes and a lump forming in her throat. She'd heard some bad things done in Equestria before, but… this was sadistic, heartless, and cruel. That wasn't even the people of CarnEvil, it was the people of the local town; ordinary people who turned a blind eye to suffering and death.

_A small town… just like Ponyville…_

"CarnEvil was still a circus of fear, so I can't really blame them. They buried the whole thing right where it burned, bodies, wreckage, everything." Jacob said. "But if the conditions are right, you can call CarnEvil back!" more of that dark glee glinted in Jacob's eyes. Noticing the look of nervous confusion, Jacob continued.

"When the moon is full and trees are bare, walk through the cemetery if you dare. Where skeletons rot and corpses fester, locate the tomb with the skull of a jester. Feed him the token, all shiny and new, it is then that CarnEvil will return for you." He recited, loving the whole thing.

"You brought it back…" Twilight observed, fear creeping in again. "Why would you do that?"

For the first time since meeting, Jacob looked into Twilight's eyes, and his smile stumbled.

"Uhhm. Well… excitement, I guess." Jacob floundered.

Twilight began to back away nervously, muscles tensing for a fight.

"Hey, now, come on!" Jacob said. "It's a carnival, right? Their business is entertainment! They love doing it and I love being here! I'm the only outsider who comes to visit them! They're lonely, and I'm helping!"

Twilight stopped. Her tears did not.

"How do we get out?" She asked, grappling with a strangling urge to cry.

"I'll uh." Jacob stammered. "I'll tell everyone when we're all together. How many friends came with you?"

"Six, maybe seven others." Twilight answered.

"First, I think we'll need to defend ourselves." Betty interrupted, motioning toward the shooting gallery.

Ektor hunched over the counter at the stand of a fried food purveyor, his dizziness and aches having dissipated since his arrival. His resting, immobile posture belied his sharpened and predatory awareness of the fourteen lighter targets that had begun observing him some distance away.

They were smart only in the sense of maintaining their distance and each did a commendable job remaining behind cover. Were any of the machines putting out more noise Ektor would have only detected the nearest four who were rather foolishly behind wooden signs listing prices of various food items. Three more hid behind the counter of a hot dog stand, two others observed from the roof of a popcorn and cotton candy stand further away, and two snickered loudly to each other behind a large decorative false pizza.

Ektor sat and waited for any of them to make a move.

Much to his surprise, and disappointment, they did not.

Their constant shuffling and sidling was long past the point of irritation, causing thoughts of blood and gore to begin in Ektor's mind. Though Ektor abruptly calmed at the same time the others had begun to back away…

When another set of footsteps started toward him.

These steps were different from the sniveling cowards that chattered behind cover. These were confident footfalls in even, measured strides. This person sought no cover or advantageous position. They simply walked straight forward. Whoever approached knew why they were here.

"About time someone had the steel to confront me." Ektor greeted as the steps drew near enough and stopped, Ektor himself still not turning. "You're in charge here, aren't you?"

"Indeed." The civilized voice answered. "Vat gave me avay?"

"You act like you belong here. The rats scurried before you." Ektor explained.

The voice laughed, hearty and amused.

"I see!" The person replied. "Mein unterlings can be a bit spineless! Velcome to CarnEvil, by ze vay."

"CarnEvil…" Ektor smiled, grimly amused. "I like that name… It has panache."

"Ach! A fellow performer!" The odd one said. "You are not ze first circus act here… nor ver you ze last."

Ektor's fist slammed, breaking the counter and launching him to a standing position. He finally turned to his host.

"Who else is here?" Ektor growled.

"A little bat-like zing, vis an A on his garb." The host said. "I see you haff a history."

"Put lightly." Ektor said.

"He's already vandalizing my park. If you could help me, I can promise you ze pleasure of ending him if you like." The ringmaster offered.

"Absolutely." Ektor answered, rage boiling up.

"But, I must ask." The ringmaster inquired. "You did not come here ze normal vay. How did you get here?"

"The bat stole something of mine." Ektor said, anger still strong, but no longer the rage it had been. "A curtain frame."

The ringmaster took a second to answer, longer than was necessary.

"Und… You chased him here?"

"Not on purpose. The Curtain brought us. There's no way he could've made it do a damn thing, especially not take it here. Willingly, anyway."

"I haff found nuzzing at ze moment." The ringmaster said. He snapped his fingers and a grotesque, horrific jester skull with hat, collar, and blades for its teeth flashed into being with an explosions of purple and yellow, smoke, sparks, and confetti. "Umlaut! A direct order to all my attractions!"

"Speak away, Baron" said the jester, bobbing and floating.

"Be on ze lookout for a frame vis curtain attached. By a freak accident, zis slightly curious object has fallen into ze park, along vis zome univited guests. Ze curtain is of top priority, however. Zere is no guarantee zis museum qvality device has not broken upon impact. If found, bring immediately to ze fourth ring in ze Big Top."

"Aye-aye, Baron!" the skull giggled and vanished in another puff of shiny smoke and light.

"You may follow me if you'd like to zee vat ve can use. I'm sure I haff many trinkets for you to fix your bat problem. In exchange, I vould like your help dealing vis a chronic vandal of my own."

The baron offered his hand to the uninvited but not unwelcome guest. The massive clown cautiously extended his own hand, accepting the offer. The two shook on the deal.

"Deal. With a place called CarnEvil, I think we'll get along fine." Ektor said with a stiff grin. "I am Edgar Ektor. Curator of the Museum of Horrors."

"I am Professor Ludwig von Tökkentäkker. Ringmaster of CarnEvil. I believe ve bos haff vork to do?"

Tökkentäkker lead the way, Ektor following shortly behind. The greasy, green-skinned food merchants began springing up, offering only the unhealthiest taste treats to their master's guest. Ektor, took a bag of popcorn, a corn dog, and an extra large soda.

Mentally, Tökkentäkker condemned Ektor for important and numerous oversights on his part. Namely, word choice. The term 'freak accident' was unimportant to finding the device, and the phrase 'slightly curious' was the mother of all understatements for a dimension-traveling curtain. Additionally, what did it matter if the thing was museum quality?

_Not much of a showman, is he? Not much of a thinker, either._

Had Ektor been on his game, he would have heard what Umlaut heard: _Find a frame with a curtain. It is in the Museum of the Slightly Curious. Seize it immediately and safely._

Ektor deserved scorn especially for the most critical and obvious oversight.

Three-ring circuses do not have a fourth ring.

The sun shone brightly on the white and yellow palatial towers of Canterlot. Guard ponies in their golden armor patrolled the corridors and exterior of the castle, as their monarch rested in her chambers, perusing the latest letters from several foreign kingdoms and lands. The mark of the talon sealed letters from the Griffin leadership, while the flame crest denoted dragon alphas.

The tall, slim, white alicorn moved her ethereal, flowing pastel mane to her back. The golden glow of her magic levitated a parchment sheet, ink well, and quill to her position where she proceeded to write the next step to closer relations to the three territories.

A wisp of smoke entered through her window, hovered before her, and solidified into a scroll, bearing a crooked red ribbon, fastened with a golden horseshoe seal.

Seeing the telltale signs of a letter from her protégé, the elegant Princess Celestia opened the seal and unfurled the letter.

The writing was clearly that of Twilight's assistant, the dragon Spike. However, his usual penmanship was neat and sure. The lines of the letter were rushed and messy. There was no name either, but it wasn't necessary when Celestia read its contents.

_Something happened._

_Twilights gone._

_help_


End file.
